Hephaestus Holdings Limited — Proxy Solicitation & Information Statement 2008

Nov 20, 2008

智庫媒體集團（控股）有限公司

Intelli - Media Group (Holdings) Limited

(incorporated in the Cayman Islands with limited liability)

(Stock code: 8173)

NOTICE OF EGM

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Intelli-Media Group (Holdings) Limited (the "Company") will be held at Board Room I, 7/F, The Park Lane Hong Kong, 310 Gloucester Road, Hong Kong, on 8 December 2008 at 3:00 p.m. (the "EGM") for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTION

"THAT:

(a) the acquisition agreement dated 2 May 2008 made between Kesterion Investments Limited as vendor (the "Vendor"), Black Sand Enterprises Limited as purchaser (the "Purchaser") and the Company as co-warrantor, as supplemented by a supplemental agreement dated 8 November 2008 (collectively, the "Acquisition Agreement"), in relation to the sale and purchase of the entire issued share capital in First Pine Enterprises Limited at a consideration of HK$5,700 million (a copy of which has been produced to the meeting, marked "A" and initialed by the chairman of the meeting for the purpose of identification; and further details which are set out in the circular of the Company dated 21 November 2008 (the "Circular") (a copy of which has been produced to the meeting marked "B" and signed by the chairman of the meeting for the purpose of identification)) and all the transactions contemplated thereby be and are hereby approved;

(b) the creation and issue of the Convertible Bonds (as defined in the Circular), on and subject to the terms of the Acquisition Agreement, be and is hereby approved;

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(c) the directors (the “Directors”) of the Company be and are hereby generally and specifically authorised to allot and issue (i) 500,000,000 new shares of HK$0.1 each in the capital of the Company as Consideration Shares (as defined in the Circular); and (ii) such number of new shares in the capital of the Company as may be allotted and issued upon the exercise of conversion rights in full attaching to the Convertible Bonds; and

(d) the Directors be and are hereby authorised to do all such acts and things, to sign and execute all such further documents and to take such steps as the Directors in their discretion may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Acquisition Agreement, the allotment and issue of the Consideration Shares and the Conversion Shares (as defined in the Circular) (upon exercise of the conversion rights attaching to the Convertible Bonds), the issue of the Convertible Bonds or any of the transactions contemplated under the Acquisition Agreement (including but not limited to the execution of the instrument which will constitute the Convertible Bonds) and to agree to such variation, amendments, waiver or matters relating thereto (including any variation, amendments or waiver of such documents, which are not fundamentally different from those as provided under the Acquisition Agreement) as are, in the opinion of the Directors, in the interest of the Company and its shareholders as a whole.”

By Order of the Board

Intelli-Media Group (Holdings) Limited

Kwong Wai Ho Richard

Executive Director

Hong Kong, 21 November 2008

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Principal place of business in Hong Kong:
Suites 1412-13, Tower One,
Times Square, 1 Matheson Street,
Causeway Bay, Hong Kong

Notes:

1. Any member of the Company entitled to attend and vote at the EGM shall be entitled to appoint a person or persons (if he holds two or more Shares) as his proxy or proxies to attend and vote instead of him and a proxy so appointed shall have the same right as the member to speak at the EGM. A proxy need not be a member of the Company.

2. To be valid, a form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority, must be delivered to the Company's share registrar in Hong Kong, Tricor Tengis Limited, 26th floor, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjourned meeting, and in default thereof the form of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiry of 12 months from the date of its execution.

3. Completion and deposit of the form of proxy shall not preclude a shareholder from attending and voting in person at the EGM if the shareholder so desires and in such event the form of proxy shall be deemed to be revoked.

As at the date of this announcement, the Board comprises three executive Directors, Mr. Chin Wai Keung, Richard, Mr. Kwong Wai Ho, Richard, Mr. Wong Chung Yu Denny; one non-executive Director Mr. Yin Mark Teh-min; and three independent non-executive Directors, Mr. Lai Kai Jin, Michael, Mr. Ng Yat Cheung, JP and Mr. Chan Siu Wing, Raymond.

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